Buyers who have purchased property in Spain and are now looking at Portugal often arrive expecting a familiar pre-contract process. They find something structurally different. In Spain, the standard sequence is a small reserva to take the property off the market, followed by an arras contract with defined cancellation rights. In Portugal, the CPCV commits both parties from the first significant payment, with a deposit that is typically 10% to 20% of the purchase price. Understanding the difference is not academic: it determines when your money is at risk, what rights you have if problems emerge, and why a pre-purchase inspection must happen before, not after, the CPCV is signed.
Table of Contents
- What is the CPCV and how does it work in Portugal?
- What is the reserva and how does it work in Spain?
- What are arras and why do they matter?
- How do cancellation rights compare between the two systems?
- When does the buyer's money become at risk in each system?
- What legal protections does each system provide the buyer?
- Does Portugal have anything equivalent to Spain's cooling-off period?
- How does the notary's role differ between Portugal and Spain?
- What does DL 10/2024 change about the CPCV process in Portugal?
- Which system is more buyer-friendly, and what should Portugal buyers do differently?
- Frequently Asked Questions
What is the CPCV and how does it work in Portugal?
The Contrato Promessa de Compra e Venda is a legally binding bilateral commitment signed before the escritura. The buyer pays a sinal, typically 10% to 20% of the purchase price, at signing. That money is immediately at risk.
The CPCV (Contrato Promessa de Compra e Venda) is the promissory contract that precedes the final deed (escritura) in a Portuguese property purchase. It is not a reservation or letter of intent. From the moment both parties sign and the sinal changes hands, both are legally committed to completing the transaction on the agreed terms.
The sinal is the deposit paid by the buyer at CPCV signing. The Código Civil Português establishes the consequences of non-completion:
- If the buyer fails to complete: the seller retains the full sinal. The buyer loses the entire deposit with no recourse, unless the contract includes specific conditions that were not met.
- If the seller fails to complete: the seller must return double the sinal to the buyer. On a sinal of €40,000 (representing 10% of a €400,000 purchase), the seller owes the buyer €80,000. The CPCV typically sets a deadline for the escritura, often 60 to 90 days after signing, though this is negotiable. It specifies the agreed price, the property details, and any conditions precedent. If those conditions are not met by the deadline, the contract may be terminated according to its terms.
The critical implication: at the moment of CPCV signing, the buyer's deposit is fully exposed. If a structural problem is discovered after signing, or if the buyer's financing falls through, the consequences of withdrawal are severe unless the CPCV specifically addresses those scenarios with exit conditions.
What is the reserva and how does it work in Spain?
The reserva is a preliminary reservation contract in Spain, typically involving a small deposit of €3,000 to €6,000, used to take a property off the market while due diligence is completed. It precedes the arras contract.
In Spain, the typical residential purchase sequence begins with a reserva (also called señal or opción de compra in some regions). The reserva is a short-form agreement, often just one or two pages, that reserves the property exclusively for the buyer for a defined period, usually 10 to 30 days, while the buyer arranges financing, commissions a survey, and completes initial due diligence.
The reserva deposit is small relative to the transaction: typically €3,000 to €6,000, regardless of the property price. This amount is held by the estate agent or, in some cases, directly by the seller. If the buyer decides to proceed, the reserva is replaced by the arras contract. If the buyer decides not to proceed, the consequences depend on the terms of the specific reserva; in many cases the deposit is forfeited, but the buyer's total exposure is limited to that small initial amount.
The reserva is not standardised across Spain. Different regions, agencies, and notaries use different formats. In Catalonia, the opció de compra is more common. In Madrid and Valencia, the señal is frequent. The Balearic Islands and the Costa del Sol, where international buyers dominate, often use English-language summaries alongside the Spanish legal document.
The practical effect: the reserva creates a low-cost window for the buyer to complete due diligence before committing a substantial deposit. Portugal has no direct equivalent.
What are arras and why do they matter?
Arras are the formal pre-contract deposit mechanism in Spain. The type of arras, penitenciales or confirmatorias, determines whether either party has a unilateral right to cancel the purchase.
Once the reserva period has been used for initial due diligence, the Spanish purchase process typically moves to a formal arras contract (contrato de arras). This is the closer equivalent to Portugal's CPCV: a bilateral commitment with a substantial deposit, usually 10% of the purchase price.
The critical distinction in Spanish law is between two types of arras:
Arras penitenciales (Article 1454 of the Spanish Civil Code): These give both parties a unilateral right to withdraw from the purchase. If the buyer withdraws, they forfeit the arras deposit. If the seller withdraws, they must return double the arras to the buyer. Neither party can be forced to complete the purchase, and cancellation is always available at the defined cost. This is the type most commonly used in residential transactions.
Arras confirmatorias: These confirm the bilateral commitment to complete. Withdrawal is treated as breach of contract, and the injured party can demand specific performance (fulfilment of the contract) or damages. These are less common in residential purchases but appear in some commercial transactions.
The practical significance for a buyer from a Portuguese market background: in Spain, arras penitenciales give the buyer a defined exit at a known cost. In Portugal, the CPCV gives the buyer an exit too, but only at the cost of forfeiting the full sinal, which is typically much larger in absolute terms because it is agreed as a percentage of the price rather than a fixed small amount.
How do cancellation rights compare between the two systems?
Both systems penalise the buyer for withdrawal, but the exposure differs significantly in structure. Spain's arras penitenciales cap the loss at the arras amount. Portugal's CPCV exposes the full sinal with no unilateral right to cancel.
The comparison is sharpest when expressed in concrete terms.
On a €400,000 property:
Spain (arras penitenciales):
- Reserva deposit: ~€5,000 (low initial risk during due diligence)
- Arras deposit: ~€40,000 (10% of purchase price)
- If buyer withdraws after arras: loses €40,000
- If seller withdraws after arras: buyer receives €80,000
- Buyer can always exit, at the defined cost Portugal (CPCV):
- No reserva equivalent: due diligence must be completed before CPCV signing
- Sinal at CPCV: €40,000 to €80,000 (10–20% of purchase price)
- If buyer withdraws: loses full sinal (€40,000 to €80,000)
- If seller withdraws: buyer receives double the sinal
- Buyer can always exit, but the cost of doing so is higher in absolute terms if the sinal is 20% The structural difference is not in the cancellation mechanism itself, but in the timing of when substantial money is committed. In Spain, the reserva period provides a low-cost window for due diligence. In Portugal, there is no equivalent: the buyer must complete all due diligence before the CPCV is signed, or accept that discovering problems afterward comes at the full cost of losing the sinal.
When does the buyer's money become at risk in each system?
In Spain, substantial money is not at risk until the arras contract. In Portugal, the full sinal is at risk from the moment the CPCV is signed. This timing difference determines when inspections must happen.
This is the most practically important difference between the two systems for buyers planning their due diligence.
In Spain:
- Reserva signed: €3,000–€6,000 at risk. Buyer has 10–30 days to complete inspection, confirm financing, and review legal due diligence.
- Inspection and lawyer review completed during reserva period.
- Arras contract signed: 10% (€40,000) at risk. Due diligence is already done.
- Escritura (final deed): completion. In Portugal:
- No reserva equivalent. Buyer must complete inspection, arrange financing, and instruct lawyer before CPCV.
- CPCV signed: 10–20% (€40,000–€80,000) immediately at risk.
- Escritura: completion. The consequence is that buyers arriving from the Spanish market sometimes make a critical error: they assume a CPCV-equivalent is a reservation that gives them time to complete due diligence. It is not. The CPCV is the commitment contract. Once signed, the sinal is at risk.
The practical rule for Portugal: the inspection must happen before the CPCV is signed, not during the period between CPCV and escritura. A buyer who signs a CPCV and then discovers structural problems is in a much weaker position and may lose their deposit if they withdraw.
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What legal protections does each system provide the buyer?
Both the CPCV and the arras contract provide contractual protection through the bilateral deposit mechanism. The CPCV gives the buyer more flexibility to include custom conditions; Spanish arras contracts are more standardised.
Portugal: CPCV The CPCV is governed primarily by Articles 410 to 413 of the Código Civil. It is a highly flexible contract: the parties can include conditions precedent (condições suspensivas) that allow the buyer to withdraw without penalty if those conditions are not met. Common conditions include:
- Financing approval (subject to mortgage)
- Planning or title searches returning clean results
- Inspection findings within acceptable parameters (if drafted before signing) The CPCV can be drafted to include an inspection condition: if the inspection identifies defects above a defined severity or cost threshold, the buyer may withdraw without forfeiting the sinal. This requires explicit drafting. The protection does not exist automatically.
Spain: arras penitenciales The arras penitenciales mechanism is standardised by Article 1454 of the Spanish Civil Code. The unilateral right to cancel at the cost of the deposit is built into the contract type; it does not need to be drafted explicitly, which makes the buyer's exit right automatic and predictable, though it does not cover situations where the buyer discovers a legal or physical problem and wants to withdraw for that specific reason without penalty.
Neither system provides a no-cost exit once the substantial deposit is paid. Both require careful pre-signing due diligence. The Portuguese system requires that due diligence to be more thoroughly completed before any deposit is paid, because there is no reserva stage.
Does Portugal have anything equivalent to Spain's cooling-off period?
Spain's consumer protection law provides a 14-day cooling-off period for off-plan new-build purchases. Portugal has no general residential cooling-off period. Neither cooling-off period applies to resale transactions.
Spain's Ley de Contratos de Crédito Inmobiliario (Law 5/2019), combined with broader consumer protection legislation, provides a 14-day reflection period before mortgage contracts can be signed. For off-plan new-build purchases, consumers have additional withdrawal rights under Spanish consumer law.
This cooling-off period does not apply to resale property transactions in Spain. A buyer of a resale apartment in Barcelona or Marbella who signs arras penitenciales has no statutory right to change their mind within 14 days. The arras cancellation mechanism is the exit right at the defined cost.
In Portugal, no general cooling-off period exists for residential property transactions, whether new-build or resale. A buyer who signs a CPCV on a completed property has no statutory right to withdraw without penalty, regardless of when they signed. Withdrawal is always at the cost of forfeiting the sinal, unless the CPCV includes specific conditions that provide an exit.
For new-build properties in Portugal, specific consumer protection legislation under Lei n.º 13/2019 and related housing regulations provides some additional rights, particularly regarding construction defects and delivery delays. These do not constitute a general cooling-off period and apply after completion, not before CPCV signing.
How does the notary's role differ between Portugal and Spain?
In both countries, a notary oversees the final deed. In Spain, the notary has broader obligations to advise both parties and verify the FEIN mortgage document. In Portugal, the notary's role is primarily formal, and was further reduced by DL 10/2024.
Portugal: The Portuguese notary (notário) authenticates the escritura, the final deed that transfers title. They verify the legal identity of parties, confirm the existence of the required documentation (caderneta predial, licença de utilização, certidão de registo predial, energy certificate), and register the transaction. Since DL 10/2024, the notary no longer verifies that the physical state of the property matches its licensed description. The notary provides no independent advice to either party and is not a buyer's advocate.
Spain: The Spanish notario has a broader advisory role, particularly since Law 5/2019. For mortgage transactions, the buyer must attend a pre-signing information session with the notary, typically 10 days before the escritura, to receive independent advice on the mortgage terms, the FEIN (standard mortgage information sheet), and the binding offer. The notary confirms the buyer understood the terms before proceeding. This is a genuine buyer protection mechanism with no Portuguese equivalent.
For non-mortgage cash purchases in Spain, the notary's role is closer to the Portuguese model: primarily formal verification rather than active advisory. The distinction matters most to buyers using Spanish mortgage financing.
What does DL 10/2024 change about the CPCV process in Portugal?
Decreto-Lei n.º 10/2024, de 8 de janeiro, removed the notary's obligation to verify physical compliance at the escritura. This makes the period before CPCV signing the only realistic window for physical due diligence.
Before January 2024, the Portuguese conveyancing process included, at least in principle, a notarial verification that the property's physical state corresponded to its licensed description. Decreto-Lei n.º 10/2024, de 8 de janeiro (DL 10/2024) removed this requirement as part of a broader administrative simplification programme.
The consequence for buyers is significant. Prior to DL 10/2024, a buyer who discovered a physical compliance issue after the CPCV might have hoped the notary would flag it at the escritura stage. Since January 2024, that checkpoint no longer exists. The notary will proceed to the escritura regardless of whether the building's physical state matches the licença de utilização.
This makes the pre-CPCV window the only practical opportunity for physical due diligence. A buyer from the Spanish market, accustomed to completing physical inspection during the reserva period (between reserva and arras), must understand that in Portugal this equivalent window is before the CPCV, and it must be used.
The inspection before the CPCV is not additional caution. Since DL 10/2024, it is the only remaining mechanism that catches physical non-compliance before money is at risk.
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Which system is more buyer-friendly, and what should Portugal buyers do differently?
Spain's reserva provides a structured low-cost due diligence window that Portugal's CPCV does not. Portugal buyers must front-load all due diligence before signing. The inspection is the critical pre-CPCV step.
The Spanish system's reserva stage is a genuine structural advantage for buyers. It allows them to invest a small amount to secure the property while completing the inspection, legal review, and financing confirmation. If any of those steps reveals a problem, the buyer's maximum loss is the small reserva deposit, typically €3,000 to €6,000.
Portugal's CPCV commits both parties at the first substantial payment. There is no low-cost window built into the standard process. This does not make the Portuguese system worse by design. The CPCV's bilateral deposit mechanism provides equivalent deterrence against seller withdrawal. But it does mean the burden of pre-contract due diligence falls entirely on the buyer, and falls before rather than after first significant payment.
What Portugal buyers must do differently from Spanish buyers:
- Commission the inspection before the CPCV, not during or after. There is no reserva period. The inspection window is the time between agreeing a price with the seller and signing the CPCV.
- Instruct the property lawyer before the CPCV. The lawyer should review the caderneta predial, certidão de registo predial, licença de utilização, and any pending charges before the CPCV is signed, not after.
- Confirm mortgage approval in principle before the CPCV. Signing a CPCV subject to financing that subsequently fails is not a penalty-free exit unless the CPCV specifically includes a financing condition.
- Draft the CPCV with appropriate conditions. A well-drafted CPCV can include an inspection condition and a financing condition that allow penalty-free withdrawal if those conditions are not met. This requires explicit drafting by a competent property lawyer. It does not happen automatically.
- Negotiate the sinal percentage. 10% is common in Portugal. 20% is not unusual in competitive markets. Buyers should negotiate the lowest sinal they can, to limit exposure if something goes wrong before the escritura. Book a pre-purchase inspection · get a quote at inspectos.pt/en/home-inspections
Frequently Asked Questions
Can I include an inspection condition in a Portuguese CPCV?
Yes, but it requires explicit drafting. A CPCV can include a condição suspensiva (condition precedent) that allows the buyer to withdraw without penalty if an inspection reveals defects above a defined threshold. This is not automatic; it must be negotiated with the seller and drafted clearly by a property lawyer. In competitive markets, sellers may resist inspection conditions, in which case the buyer must complete the inspection before signing rather than relying on a contractual exit.
Is the CPCV registered anywhere in Portugal?
The CPCV can be registered with the land registry (Conservatória do Registo Predial), which provides protection against the seller disposing of or encumbering the property between the CPCV and the escritura. Registration is not mandatory but is strongly advisable, particularly for transactions with a long gap between CPCV and escritura. Registration provides the buyer with priority over any subsequent third-party claims.
What happens if the seller sells the property to someone else after I sign the CPCV?
If the CPCV is registered, the buyer has priority and can challenge the subsequent sale. If the CPCV is not registered and the seller sells to a third party in good faith, the buyer's remedy is limited to receiving double the sinal from the defaulting seller. They cannot typically recover the property itself. This is a strong argument for registering the CPCV.
In Spain, can the seller keep my reserva if they find a higher offer?
The consequences depend on the specific reserva contract terms. Many Spanish reserva contracts allow the seller to cancel and return the deposit if they receive a better offer during the reserva period, though this varies by contract. Once arras penitenciales are signed, the seller's exit cost is double the arras amount, providing stronger buyer protection. This is why the period between reserva and arras is the time to complete due diligence rather than rely on reserva protections.
Does the Portuguese CPCV protect me against the seller accepting a higher offer after signing?
Yes. Once the CPCV is signed and the sinal paid, the seller is legally committed. If the seller accepts a higher offer and tries to withdraw, they must return double the sinal to you. If the CPCV is registered, you also have priority over any subsequent buyer. The bilateral deposit mechanism is the seller's commitment device.
What is the role of the IMI and IMT in the CPCV process?
IMI (Imposto Municipal sobre Imóveis) is the annual municipal property tax and is not a CPCV-stage cost. IMT (Imposto Municipal sobre Transmissões Onerosas de Imóveis) is the property transfer tax, paid by the buyer before or at the escritura, not at the CPCV stage. The CPCV itself does not trigger IMT. Stamp duty on the CPCV (Imposto de Selo) is payable at a rate of 0.8% of the sinal amount. These costs should be budgeted before the CPCV is signed.
Should I use the same lawyer for both Portugal and Spain if I am comparing properties in both markets?
No. Portuguese and Spanish property law are distinct systems. A lawyer with a Portuguese property licence (and ideally Ordem dos Advogados registration) is needed for the Portuguese transaction. A Spanish gestor or abogado with property expertise handles the Spanish side. Some international law firms handle both, but confirm their specific expertise in each jurisdiction before engaging.
Conclusion
Portugal's CPCV and Spain's reserva-plus-arras sequence are different responses to the same problem: how to create a binding pre-contract commitment while protecting both parties against default. The Spanish system's reserva stage provides a structured low-cost due diligence window that Portugal's CPCV does not. Portugal's CPCV is equally reliable as a bilateral commitment device, but it front-loads the due diligence burden entirely onto the period before signing.
For buyers coming from the Spanish market, the critical adjustment is timing: everything that happens during the Spanish reserva period must happen before the Portuguese CPCV is signed. The inspection is the most important of those steps. Since DL 10/2024, no other professional in the Portuguese transaction chain verifies the physical condition of the building, making the pre-CPCV inspection the only mechanism that protects the buyer's deposit from a problem they cannot see.
Book a pre-purchase inspection · get a quote at inspectos.pt/en/home-inspections
Updated June 2026 | InspectOS Editorial | InspectOS Portugal
Sources
- Código Civil Português, Artigos 410-413
- Código Civil Español, Artículo 1454
- Decreto-Lei n.º 10/2024, de 8 de janeiro
- Lei n.º 13/2019, de 12 de fevereiro
- Ley 5/2019, de 15 de marzo, reguladora de los contratos de crédito inmobiliario (Spain)
- Ordem dos Notários (Portugal)
- Consejo General del Notariado (Spain)